Charter Hall Office REIT
Charter Hall Office REIT (CQO) is now delisted
At a meeting held on 15 March 2012, unitholders in the Charter Hall Office REIT (CQO) approved a proposal whereby Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Canadian Public Sector Pension Investment Board and a member of the Charter Hall Group (collectively known as the Bidders) or their nominees would acquire all the units in CQO except certain of those held by the Bidders or their associates (Proposal).
Unless otherwise defined, capitalised terms used on this webpage have the meaning given in the Explanatory Memorandum dated 10 February 2012.
The Proposal was implemented on 30 April 2012 (Implementation Date) and CQO was removed from the official list of ASX on 1 May 2012.
On or around the Implementation Date:
- Scheme Unitholders were paid $2.49 per CQO unit
- Eligible Unitholders were paid the second US Sale Distribution of $0.60 by CQO (the first US Sale Distribution of $0.48 per unit was paid on or around 8 March 2012); and
- the Bidders paid US$34 million into the Escrow Account maintained and operated by the Escrow Agent (Charter Hall Escrow Agent Pty Limited (ACN 111 041 564)).
Following implementation of the Proposal, the Bidders may also pay additional amounts into the Escrow Account as explained in detail in section 3.2(c) of the Explanatory Memorandum.
Scheme Contingent Consideration
If you would like to review further background to the proposal including Key announcements, letters to unitholders relating to the proposal and the Explanatory Memorandum please refer to the tabs above.
The Escrow Agent will pay amounts out of the Escrow Account pro rata to Eligible Unitholders at certain dates, after applying amounts in that account to meet any liabilities for Relevant Claims and Costs, as explained in detail in section 3.2(c) of the Explanatory Memorandum.
More information about the composition of the Escrow Account and the role of the Escrow Agent (Charter Hall Escrow Agent Pty Limited (ACN 111 041 564)) is contained in sections 3.2 and 3.4 of the Explanatory Memorandum.
The first payment of Scheme Contingent Consideration is expected to occur on or around 30 October 2012, and to comprise the bulk of the funds in the Escrow Account unless contingent liabilities and costs of the kind referred to in section 3.2 of the Explanatory Memorandum arise. However, because the timing of payments of Scheme Contingent Consideration is subject to a number of variables, there can be no assurance that any Scheme Contingent Consideration will in fact be paid on or around that date.
The Escrow Agent will provide Eligible Unitholders with statements setting out any payments of Scheme Contingent Consideration and updates on the operation of the Escrow Account while the escrow arrangements remain in place. The first statement and update will be provided for the period from the Implementation Date until 31 December 2012, with statements and updates then being provided for each subsequent six month period.
CQO Contingent Consideration Committee (CQO Committee)
The CQO Committee is a committee established by the board of Charter Hall Office Management Limited (in its former role as responsible entity of CQO) before the implementation Date, with responsibility for, amongst other things, determining whether any Scheme Contingent Consideration amounts are payable to Eligible Unitholders out of the Escrow Account, calculating the Scheme Contingent Consideration amounts to be paid to Eligible Unitholders and providing directions to the Escrow Agent to make payments out of the Escrow Account. The role of the CQO Committee is more fully set out in section 3.6 of the Explanatory Memorandum.
What to do if you have a complaint about the operation of the Escrow Account
Please contact us so that we can address your complaint:
Complaints Officer
Charter Hall Office Management Limited
GPO Box 2704, Sydney NSW 2001
Call: 1300 365 585 (local call cost)
Fax: (02) 8908 4040
Email: reits@charterhall.com.au
External dispute resolution
In the event that the matter cannot be resolved within a reasonable period of time (usually 45 days) or you are not satisfied with our response, you can seek assistance from the Financial Ombudsman Service Limited (FOS). FOS provides a free and independent dispute resolution service to our investors. FOS's contact details are below:
Financial Ombudsman Service
GPO Box 3
Melbourne Vic 3001
Email: info@fos.org.au
Telephone: 1300 78 08 08 (within Australia)
Facsimile: 61 3 9613 6399
Website: www.fos.org.au
